Expanded Refuelling Capability at SMRT

1. Interpretation

1.1 In these Standard Terms and Conditions of Sale, unless the context otherwise demands:-

“Act” means the Sale of Goods Act (Cap.393);

“Business Day” means a day (not being Saturday or Sunday) on which banks in Singapore are open for business;

“Buyer” means the party named as the buyer overleaf;

“Buyer’s Group” means its subsidiaries, related companies and associated companies (and shall where applicable, include the subsidiaries, related companies and/or associated companies of such subsidiaries, related companies and associated companies) and shall also where the context requires or permits, refer to any one or more or all of the said companies;

“this Contract” means this contract for the sale and purchase of the Products made between the Seller and the Buyer upon and subject to and constituted by the Special Conditions and these Terms and Conditions;

“Delivery Place” means the port or place at which Products are delivered or to be delivered under this Contract;

“Equipment” means the Buyer’s equipment at the Delivery Place;

“Other Contract” means any contract or agreement made and/or from time to time made between the Buyer and/or the Buyer’s Group or any of them and the Seller and/or the Seller’s Group or any of them;

“Pre-delivery Check List” means the check list prepared by the Seller and signed by or on behalf of the Seller and the Buyer to confirm agreement on the conditions and procedures under which physical delivery of the Products shall take place;

“Products” means the goods or products described in the Special Conditions (including any instalment or portion or part of the goods or products) which the Seller is to sell, sells and/or purports to sell and/or is to supply, supplies and/or purports to supply pursuant to this Contract;

“Seller” means the company named as the seller overleaf;

“Seller’s Group” means the Seller, its subsidiaries, related companies and associated companies (and shall where applicable, include the subsidiaries, related companies and/or associated companies of such subsidiaries, related companies and associated companies) and shall also where the context requires or permits, refer to any one or more or all of the said companies;

“Special Conditions” means the special terms and conditions of sale set out overleaf and shall include any and all amendments, variations, modifications or supplements thereto;

“Terminal” means the Seller’s terminal located at Penjuru jetty, Singapore or such other terminal or location within Singapore as the Seller may from time to time determine; and

“Terms and Conditions” means the standard terms and conditions of sale set out herein (as the same may be amended, varied or modified from time to time) and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.

1.2 Any reference in this Contract to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in this Contract are for convenience only and shall not affect their interpretation.

1.4 References to a party in this Contract shall be deemed to include its successors-in-title and permitted assigns.  Words denoting the singular shall include the plural and vice versa. References to a person or persons shall be deemed to include firms and/or corporations.   Where a word or phrase is defined, its other grammatical forms used herein have a corresponding meaning.  Any reference to a document or agreement shall include any amendments, variations, modifications or supplements thereto.

2. Application

2.1 The Seller shall sell and the Buyer shall purchase the Products in accordance with and subject to all the terms and conditions of this Contract.  For the avoidance of doubt, these Terms and Conditions shall form part of the Special Conditions mutatis mutandis as if the same were expressly repeated therein, and this Contract shall govern the sale and purchase of the Products to the exclusion of any other terms and conditions subject to which any order is made or purported to be made, by the Buyer.  Without prejudice to the generality of the foregoing, this Contract shall supersede any other terms, conditions and/or provisions appearing in the Seller’s catalogues or elsewhere and shall override and prevail over any terms, conditions and/or provisions stipulated or appearing in or referred to in the Buyer’s order or similar document or elsewhere.  Without prejudice to any of the other terms, conditions and/or conditions herein contained, the Buyer’s performance or execution (which shall include part-performance and/or part-execution) of this Contract or any part thereof (including but not limited to the payment of any part of the purchase price of the Products or any part thereof or acceptance of the Products or any part thereof) shall be deemed and be construed to be unconditional confirmation by the Buyer of its acceptance of this Contract and these Terms and Conditions.

2.2 The Buyer shall place orders in writing by issuance of a purchase order transmitted by fax or email to the Seller’s fax number or email address.

2.3 The Seller retains the discretion to act or to decline to act on orders made verbally or orally by telephone or otherwise, which are not supported by a written Buyer’s Purchase Order. Where the Seller accepts verbal or oral orders from the Buyer, the Seller is under no duty to verify the identity or authority of the person or persons making the orders or the authenticity of such orders.

2.4 No variation to this Contract shall be binding unless agreed in writing between and signed by the authorised representatives of the Seller and the Buyer.

2.5 The Seller’s employees, servants and/or agents are not authorised to make any representations or warranties whatsoever concerning the Products unless confirmed by the Seller in writing. In entering into this Contract, the Buyer acknowl­edges that it does not rely on, and waives any claim for breach of, any such representations, warranties and/or statements which are not so confirmed.

2.6 Unless otherwise expressly agreed to in writing by the Seller, the descriptions, information and illustrations contained in catalogues, price lists, leaflets and/or other descriptive materials (including those posted on the internet) are intended merely to present a general idea of the Products described therein and shall not form part of this Contract.

2.7 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

2.8 The Seller makes no representation and gives no warranty (whether express or implied) in respect of the sources or origin of manufacture or production of the Products or any part thereof and, without prejudice to the foregoing, it is hereby expressly agreed that the Seller may at its absolute discretion produce, manufacture or howsoever supply the Products or any part thereof either by its own plants or via any third party.

3. The Products

3.1 The Buyer shall be responsible for giving the Seller any necessary information relating to the Products within a sufficient time to enable the Seller to perform this Contract in accordance with its terms.

3.2 The quantity, quality and description of and any specification for the Products shall be those set out in this Contract.

3.3 If the Products are to be manufactured or any process is to be applied to the Products by the Seller in accordance with a specification/instructions submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of and/or compliance with the Buyer’s specification/instructions.

3.4 The Seller reserves the right to make any changes in the specification of the Products which are required to comply with or conform to any applicable standards, statutory rules, order or requirements or, where the Products are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

In the event that any licence, approval or consent of any governmental or other authority is or becomes required for the sale and purchase of the Products comprised in this Contract, the Buyer shall, at its own cost and expense, obtain all such licences, approvals and consents and shall produce to the Seller satisfactory evidence that the same have been obtained. If such evidence is not produced within a reasonable time after the Seller’s request therefor, the Seller shall (without prejudice to any of its other rights and/or remedies and without any liability whatsoever to the Buyer) be entitled by written notice to the Buyer cancel this Contract insofar as it remains unperformed.

The Seller shall be under no obligation to give notice under Section 32(3) of the Act. It is further hereby agreed that the provisions of:-

Section 32(2) of the Act; and

(if applicable) the Sale of Goods (United Nations Convention) Act (cap 283A)

shall not apply to this Contract nor to the sale of the Products (or any delivery thereof).

3.7 The Seller reserves the right to make delivery in instalments. Where the Products are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with this contract or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat this Contract as a whole as repudiated.

4. Charges

4.1 The price of the Products shall be as stated in this Contract.

4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to the Seller which is due to any factor beyond the reasonable control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of production), any change in delivery dates, quantities or specifications for the Products which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.3 The price is exclusive of any applicable taxes, duties, tariffs and/or fees prevailing from time to time (including but not limited to Goods and Services Tax and customs fees), which shall be for the sole account of the Buyer and for which the Buyer shall additionally be liable to pay to the Seller.  In the event that any taxes, duties, tariffs, fees and/or other charges are paid by the Seller on behalf of the Buyer, the Buyer hereby undertakes to forthwith on the Seller’s demand pay/repay the same to the Seller and hereby agrees to indemnify the Seller and keep the Seller fully indemnified in respect thereof.

4.4 Without prejudice to the foregoing, if any tax, duty, tariff or any other such imposition or any increase in any existing tax, duty, tariff or any other such imposition is charged in respect of the Products, and if the same is to be paid by the Seller, then the Seller shall be entitled to add the amount of such imposition to the price of the Products and the Buyer hereby agrees to bear and pay the same.

4.5 In addition and without prejudice to the foregoing provisions of this Clause, the Buyer shall also pay the following charges (where applicable):-

(a) Any expenses incurred as a result of the Master of the vessel rejecting the whole or any part of the delivery under this Contract;

(b) Any mooring or unmooring charges or port dues which may be incurred by the Seller in connection with any vessel to which the Products are delivered or to be delivered hereunder;

(c) Any duties, taxes (other than taxes on profits), impositions, charges, freights, premiums, or other costs incurred by the Seller, or for which the Seller is accountable, in respect of deliveries of the Products under this Contract;

(d) If the Seller (not having duty-free stocks available, and the Buyer first having been advised that this is the case) delivers to the Buyer from duty paid stocks, the amount of such duty; and/or

(e) Any additional costs incurred by the Seller in respect of deliveries made under this Contract including payments for overtime.

4.6 The Seller’s invoiced total price shall be final and conclusive and binding on the Buyer.

5. Invoices and Payment

5.1 All monies owed by the Buyer under this Contract shall be paid to the Seller in the manner set out in this Contract.

5.2 Unless otherwise provided in this Contract, the Seller shall be entitled to invoice the Buyer for the price of the Products on or at any time after delivery of the Products unless the Buyer wrongfully fails to take delivery of the Products, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has tendered delivery of the Products.  At the option of the Seller the invoice may be submitted to the Buyer by telegraphic or electronic means.

5.3 Unless otherwise agreed between the Seller and the Buyer, all payments hereunder shall be due seven (7) days from the date of delivery or the date of the Seller’s invoice therefor, whichever is earlier.  The time of payment of the price shall be of the essence of this Contract.  Receipts for payment will be issued only upon request.

5.4 All payments to be made by the Buyer, whether under this Contract and/or any Other Contracts, and by the Buyer’s Group under any Other Contracts shall be made promptly and without withholding, set-off, counterclaim or any other deduction of any nature whatsoever.

5.5 If the Buyer fails to make any payment on the due date (or where the sum is payable on demand, on the Seller’s demand therefor) then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to at any time:-

cancel this Contract and/or any Other Contracts or suspend any further deliveries to the Buyer under this Contract and/or any Other Contracts made between the Seller and the Buyer;

appropriate any payment made by the Buyer to such of the Products (or the goods supplied under any Other Contract) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer and/or the Buyer’s Group); and/or

charge the Buyer interest (both before and after any judg­ment) on the amount unpaid, at the rate of eighteen per cent (18%) per annum until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

5.6 Without prejudice and in addition to any of the other terms, conditions and/or provisions of this Contract (including but not limited to Clause 6 of these Terms and Conditions) or to any of the other rights or remedies of the Seller, the Seller shall have the right at any time to:-

declare that any credit period granted by the Seller to the Buyer in respect of any and/or all invoice(s) already issued to the Buyer shall be cancelled and the invoice(s) due and payable immediately;

limit or vary any credit granted by the Seller as to term and/or amount; and/or

require payment from the Buyer in advance of delivery for any or all of the Products;

and upon such notification by the Seller to the Buyer, the terms of payment under this Contract shall be duly amended in accordance with the notification.

5.7 Without prejudice to any other right or remedy which the Seller may have, the Seller shall be entitled (without suffering any penalty whatsoever and without being in breach of this Contract or any Other Contract) to withhold delivery of the Products or any part thereof at any time should the Buyer:-

fail to observe any of the terms, conditions and/or provisions of this Contract and/or any Other Contract; or

fail to make any payment under this Contract and/or under any Other Contract.

5.8 Delivery documents may be provided to the Buyer if requested, but payment shall not be conditional upon the Buyer’s receipt of such documents.

5.9 The Buyer will execute any documentation required by the Seller in order to allow for an electronic wire payment to be made to the bank account specified on the Seller’s invoice.

5.10 In addition to any right of lien to which the Seller may by law be entitled, the Seller shall be entitled to a general lien on the property of the Buyer in the Seller’s possession for the unpaid price of any Products sold and delivered to the Buyer by the Seller or any other monies owing by the Buyer or the Buyer’s Group to the Seller and/or the Seller’s Group under the same or any Other Contract.

5.11 Without prejudice to any other terms and conditions contained herein, if the Buyer shall fail and/or neglect to pay the whole or any part of the price of the Products or be in breach of any of the terms and conditions of this Contract, the Seller shall be entitled to resell the Products or any part thereof without any liability to the Buyer or any third party and without prejudice to any claim which the Seller may have against the Buyer for damages or otherwise.

6. Credit

6.1 If the Products are supplied or to be supplied under this Contract on credit and if the financial condition of the Buyer becomes in the opinion of the Seller impaired or unsatisfactory, the Seller may demand that payment be made at any time before the date due for payment whether before or after delivery of the Products or may demand the giving of such security as it may specify.

6.2 Where under this Contract, the Products are to be delivered by the Seller to a vessel, then it is hereby agreed that the Products are sold and supplied on the faith and credit of the vessel to which they are supplied as well as on the faith and credit of the Buyer. The Seller will have and may assert a lien against such vessel for the amount of the price of the Products delivered and shall not be bound by any attempt by any person to restrict, limit or prohibit its lien or liens attaching to a vessel.  All costs associated with the seizure of such vessel shall be for the Buyer’s account. It is hereby agreed that the taking of any additional security measures by the Seller shall not operate as a waiver of this provision.

6.3 Without prejudice and in addition to any of the other terms, conditions and/or provisions of this Contract (including but not limited to Clause 5 of these Terms and Conditions) or to any of the other rights or remedies of the Seller, if at any time the Buyer has exceeded any credit limit as set by the Seller, the Seller shall, in addition to any other remedy, be entitled to suspend deliveries under (in so far as they have not already taken place) or terminate this Contract. If at any time the Buyer has failed to make any payment or give any security required (whether in terms of this Clause or not), the Seller shall, in addition to any other remedy, be entitled to suspend deliveries under (in so far as they have not already taken place) or terminate this Contract and to assert all their rights against the vessel and/or the Buyer. The Seller may also procure that any Other Contract be suspended or terminated.  In the event of such suspension or termination the Buyer shall have no recourse against the Seller or any member of the Seller’s Group concerned.

7. Delivery and Environmental Requirements

7.1 Unless otherwise requested by the Seller, the Buyer shall give the Seller at least seven (7) days prior notice of the proposed delivery date of the Products, specifying the name of the vessel, the vessel’s agents and the approximate date of delivery of the Products.  The Buyer or the vessel’s local agents shall give to the Seller at least forty-eight (48) hours (excluding non-Business Days) advance notice of the vessel name and exact date, location and time at which delivery is required. The Buyer agrees to reimburse the Seller for overtime and/or other additional expenses incurred due to the failure of the Buyer, its servants or vessel’s local agents to provide the Seller with sufficient prior notice of amendments of delivery time, quantity changes or cancellations provided that the Seller shall not be liable in any way or manner for any delay in delivery of the Products howsoever caused by or arising from such failure by the Buyer, its servants or vessel’s local agents as aforesaid.

7.2 Any dates quoted for delivery of the Products are approximate only and shall not be a term of the contract and the Seller shall not be liable in any way or manner for any delay in delivery of the Products howsoever caused. Time for delivery shall not be of the essence. The Products may be delivered by the Seller in advance of the quoted delivery date upon the Seller giving reasonable notice to the Buyer.

7.3 If the Buyer fails to take delivery of the Products or requests a delay in the delivery of the Products or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller and without being liable in any way or manner to the Buyer, the Seller may:-

store the Products until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage at the Buyer’s sole risk; or

sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under this Contract or charge the Buyer for any shortfall below the price under this Contract; or

(where there is no ready buyer for the Products) howsoever otherwise dispose of the Products and (after deducting all reasonable costs and expenses) charge the Buyer for any shortfall below the price under this Contract.

7.4 Unless otherwise agreed to by the Seller in the Special Conditions, deliveries hereunder shall be made ex-wharf at the Terminal. The Buyer shall make all connections and disconnections between the delivery hose and the vessel’s intake pipe, and shall render all other necessary assistance and provide sufficient tankage and Equipment to receive promptly all deliveries hereunder.

7.5 The Buyer shall have a representative present throughout delivery and the Seller shall be entitled to assume the person or persons present during delivery is/are Buyer’s duly appointed representative.

7.6 The Buyer’s representative shall stamp and endorse all Delivery Orders presented by the Seller. Notwithstanding that the Buyer’s representative omits to stamp or endorse any Delivery Orders for any reason whatsoever, such Delivery Order shall be deemed to be in good order.

7.7 Any allegation of shortfall in quantity delivered, shall be notified to Seller immediately upon completion of delivery. The quantity delivered as stated in the Seller’s Delivery Order shall be conclusive of the quantity delivered.

7.8 Delivery shall be made during the Seller’s normal working hours unless required at other times and permitted by port regulations, in which event the Buyer shall reimburse the Seller for all overtime and other additional expenses incurred by the Seller.

7.9 Where applicable, the vessel will be loaded as promptly as circumstances permit, but the Seller shall not be liable for any cancellation, loss, expense, damage, delay or demurrage whatsoever which may be suffered by the Buyer as a result of any delay arising from congestion at the Terminal or otherwise affecting the Seller’s facilities, howsoever caused or from any other circumstances beyond the control of the Seller.

7.10 The Seller shall not be required to deliver the Products for the export of which a Government permit is required and has not been obtained by the Buyer or the Buyer’s accredited representative.

7.11 If in the course of any delivery under this Contract there is any escape, spillage or discharge of the Products:-

(a) the Buyer agrees that, if a Pollution Event occurs during or after delivery of the  Products, the Buyer shall promptly take such action as is reasonably necessary to remove the  Products and mitigate the effects of such Pollution Event.  However, regardless of the cause of such Pollution Event, the Seller is hereby authorised and may (upon notice to Buyer, or Buyer’s operator of, or agent for the receiving vessel) at its sole discretion take all such steps and measures (either in co-operation with the Buyer, or exclusively as the sole party) and incur such expenses (whether by employing its own resources or by contracting with others) to control and terminate the Pollution Event, contain and remove the escaped Products and clean the affected area.  If the Seller has exercised its option to control and terminate the Pollution Event and mitigate the effect of such Pollution Event, the Buyer must afford the Seller its co-operation and assistance as is required by the Seller in the course of such action.  If the Pollution Event is caused by any act or omission of the Buyer, its servants or agents, the Buyer shall indemnify the Seller for the cost of any and all steps taken under this Clause 7.11(a). In this Clause 7.11(a), “Pollution Event” means any occurrence as a result of which the Products escape, spill or is discharged onto or into land or water; and

(b) the Buyer shall supply the Seller with any documents and information concerning the Pollution Event or any programme for the prevention thereof as are requested by the Seller or are required by law or regulations applicable at the Delivery Place.

7.12 The Buyer shall be fully responsible for the proper use, maintenance and repair of the Equipment. The Buyer will immediately inform the Seller of any defect, rupture, spill or other problems with or related to the Equipment which occurs during the delivery process.

7.13 The Buyer will provide ready and safe means of access to the Equipment for delivery of the Products at the Delivery Place and shall not obstruct access to the Equipment for delivery. Delivery will not commence until such time as the Pre-delivery Check List has been jointly and satisfactorily completed and signed by or on behalf of both the Seller and the Buyer.

7.14 The Buyer represents to the Seller that it is in compliance with all applicable laws and government regulations with respect to the environment and that it has policies of environmental responsibility in place in respect of the Products.

8. Documents

On completion of the delivery of  Products under this Contract, the Master of the vessel or the Buyer’s representative (as applicable) shall give the Seller a signed cargo delivery receipt in such form as may be required by the Seller.

9. Risk and Title

9.1 Where the Products are sold “ship to ship or “shore to ship”, delivery of the Products shall be deemed to be complete and risk shall pass from the Seller to the Buyer as the Products pass the shore flange (in the event that the Products are sold “shore to ship”) or the receiving vessel’s flange (in the event that the Products are sold “ship to ship”) at which point the Seller’s liability shall cease and the Buyer shall assume all risk of loss, damage, deterioration or evaporation as to the Products so delivered. The Products shall be pumped at the risk and peril of the Seller up to that flange only and thereafter the Seller shall not be responsible for any loss or damage.

9.2 Where the Products are sold in drums, then unless otherwise expressly provided for in the Special Conditions, the Products shall be delivered “ex-Terminal” and delivery of the Products shall be deemed to be complete and risk shall pass from the Seller to the Buyer when the Products are placed at the disposal of the Buyer at the Terminal or such other premises as may be agreed by the parties.

9.3 The responsibility for connecting the delivery facilities provided by the Seller to the receiving facilities provided by the Buyer shall be in accordance with the custom of the Delivery Place.

9.4 Notwithstanding delivery and the passing of risk in the Products, or any other provision of this Contract, the property and title in the Products shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Products and all other Products agreed to be sold by the Seller to the Buyer for which payment is then due.

9.5 Until such time as the property in the Products passes to the Buyer, the Buyer shall hold the Products as the Seller’s fiduciary agent and bailee, and shall keep the Products separate from those of the Buyer and third parties and properly stored, protected and insured and iden­tified as the Seller’s property.  Until that time, the Buyer shall be entitled to resell or use the Products in the ordinary course of its busi­ness, but shall account to the Seller for the proceeds of sale or other­wise of the Products, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

9.6 Until such time as the property in the Products passes to the Buyer (and provided the Products are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Products to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Products are stored and repossess the Products without liability for trespass or any resulting damage. In the event that the Seller has to enter the premises of a third party to repossess the Products, the Buyer shall indemnify and keep indemnified the Seller against any and all liabilities for trespass or any resulting or consequential damage, loss and/or claims. Until all amounts owed by the Buyer to the Seller are fully paid, the Seller is entitled at its’ discretion to retain or resell any Products repossessed from the Buyer.

9.7  The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of the Seller, but if the Buyer does so, all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

10. Quality

Unless otherwise expressly stated in the Special Conditions, the Seller makes no representation or warranty whatsoever as to the quality or condition of the Products to be supplied hereunder save as expressly stated in the Special Conditions. This Clause constitutes the whole of the Seller’s obligations with respect to the quality of the Products supplied or to be supplied and (save to the extent that exclusion thereof is not permitted or is ineffective by operation of law) all statutory or other conditions, guarantees and/or warranties, express or implied, with respect to the description or quality of the Products or its merchantability, suitability or fitness for any purpose (regardless of whether or not such purpose is known to the Seller) are hereby excluded and negated to the fullest extent permitted by law.

11. Measurement and Quantity and Quality Claims

11.1 The quantities of the Products delivered shall be measured and calculated in such manner as may be determined by the Seller in its absolute discretion.

11.2 Save for manifest error, the Seller’s weights and measurements shall be presumed to correctly reflect the quantities delivered. However, without prejudice to such presumption, the Buyer or the Buyer’s representative shall be at liberty to witness and check such weights and measurements.

11.3 Where the Products sold are to be delivered by the Seller to a vessel, the Seller shall take one primary sample of the Products delivered from which three (3) representative samples shall be taken by the Seller. The Buyer or the Buyer’s representative shall be at liberty to witness the sampling.  One (1) sample, known as the  control sample shall be handed to the Master of the vessel receiving the Products and the other two samples retained by the Seller for a twenty one (21) day period from the date of delivery in a safe place where they will not deteriorate.  At the end of the said period, the samples may be discarded unless the Buyer has made a complaint or claim in accordance with the provisions of Clause 11.4 within the said period, in which case one (1) of the samples shall be retained by the Seller for its own use and the other sample shall be released to the Buyer for analysis.

11.4 Any complaint or claim on the part of the Buyer with regard to the quality or quantity of the Products delivered under this Contract must be made in writing to the Seller as soon as possible and in any event within fourteen (14) days after the date of delivery or the date of the seller’s invoice therefor, whichever is earlier, in default of which the Buyer shall be deemed to have waived all complaints or claims in relation to the quality of the Products so delivered.

11.5 Any dispute as to quantity or quality of the Products delivered under this Contract shall be determined in accordance with Clause 20 of these Terms and Conditions.

12. Restrictions

To the extent that the Products are sold or are to be sold to the Buyer on a duty or tax exempt basis, the Buyer shall comply with all local requirements and shall execute all such documents necessary to permit the sale on such basis, including any declarations on use of the Products. To the extent that a claim is made by any authorities against the Seller on the basis that such Products were liable for duty or taxes and such claim arose partly or wholly due to the action, omission or fault of the Buyer (including any use of the Products in domestic waters), then the Buyer shall indemnify the Seller against any claims, losses, costs (including costs as between Solicitor and Client), damages, liabilities, fines, penalties and expenses attributable to such action, omission or fault of the Buyer.

13. Indemnity/Liability

13.1 The Buyer will indemnify the Seller against any claims, losses, costs (including costs as between Solicitor and Client), damages, liabilities, fines, penalties and expenses incurred or sustained arising out of or in connection with this Contract except to the extent that such claims, losses, costs, damages, liabilities and expenses arise through the gross negligence of the Seller.

13.2 In addition to and not in derogation of the other provisions of this Contract, if the Buyer shall fail or refuse to pay any costs, charges and/or other expenses which the Buyer is liable to pay under any provision of this Contract, the Seller may at its discretion pay the same (but shall not be under any obligation to do so) and all monies so paid by the Seller together with interest thereon at the rate of one point five per cent (1.5%) per month shall on demand be paid/repaid to the Seller by the Buyer, both before as well as after judgment (if any).

13.3 The Seller shall not in any circumstance have any liability whatsoever to the Buyer under or in connection with or in respect of or arising from this Contract and/or the sale or supply of the Products for:-

(a) loss of actual or anticipated profit;

(b) losses caused by business interruption;

(c) loss of goodwill or reputation; or

(d) any indirect, special or consequential cost, expense, loss or damage, even if such cost, expense, loss or damage was reasonably foreseeable or might reasonably have been contemplated by the Seller and whether arising from breach of contract, tort, negligence, breach of statutory duty or otherwise.

13.4 Where any valid claim in respect of any of the Products which is based on any defect in the quality, condition or quantity of the Products or their failure to meet specifications or any breach of any express warranty provided by the Seller is notified to the Seller in accordance with this Contract, the Seller shall be entitled, at its sole and absolute discretion, to either:-

replace the Products (or the part in question) free of charge; or

refund to the Buyer the price of the Products (or a proportionate part of the price); or

compensate the Buyer in accordance with Clause 13.5 of these Terms and Conditions;

but, save as expressly provided herein, the Seller shall have no further or other or any liability (including but not limited to liability for any direct, indirect or consequential loss howsoever caused or for any other loss whatsoever whether caused by the Seller’s negligence or otherwise) to the Buyer whether in respect or as a result of or arising out of any breach by this Seller of this Contract or otherwise PROVIDED ALWAYS that in no event shall the Seller be liable in any way or manner for any defects whatsoever arising out of or as a result of materials provided, or a design stipulated or specified, by the Buyer.

13.5 Without prejudice to the above provisions, the Seller’s maximum aggregate liability to the Buyer under or in connection with any delivery pursuant to this Contract howsoever arising shall not exceed in aggregate the price paid by the Buyer for such delivery.

13.6 The Buyer is fully aware and cognisant of the meaning and effect of the provisions of this Clause 13 and of the effect of Unfair Contract Terms Act (Cap. 396) and hereby declares that these provisions are fair and reasonable in relation to the terms of this Contract and the relationship between the Buyer and the Seller.

14. Export Terms

14.1 In these Terms and Conditions, “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when this Contract is made.  Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Terms and Conditions, but if there is any conflict between the provisions of Incoterms and these Terms and Conditions, the latter shall prevail.

14.2 Where the Products are supplied for export from Singapore, the provisions of this Clause 14 shall (subject to the Special Conditions or any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Terms and Conditions and in the event of any conflict or inconsistency between any other provision of these Terms and Conditions and this Clause 14, the provisions of this Clause 14 shall prevail.

14.3 The Buyer shall be responsible, at its own cost and expense, for complying with any legislation or regulations governing the importation of the Products into the country of destination, for the obtaining of all permits and for the payment of any and all duties, taxes, levies, imposts and tariffs thereon.

14.4 The Products shall be deemed to be delivered in accordance with the terms of this Contract when the Products pass the ship’s/vessel’s rail at the port of loading/shipment and  risk of damage to or loss of the Products shall pass to the Buyer at the time of delivery in accordance with Incoterms.  Payments required under this Contract shall be made ship/vessel and/or cargo lost or not lost.  Notwithstanding delivery and the passing of risk in the Products or any other provision of this Contract, title and property in the Products shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Products.

14.5 The Buyer shall indemnify the Seller and keep the Seller fully indemnified against any and all claims, demands, damages, penalties, costs and/or expenses of any nature whatsoever and howsoever arising from, by reason or as a result of and/or in connection with any breach or non-compliance by the Buyer of any terms, conditions, stipulations and/or provisions of this Contract (including but not limited to the failure or refusal of the Buyer to pay the costs, charges and other expenses agreed to be paid or borne by the Buyer herein).

14.6 Unless otherwise provided for in the Special Conditions, payment of all amounts due to the Seller shall be made by telegraphic transfer to such account(s) of the Seller as may be notified to the Buyer by the Seller and it is hereby agreed that notwithstanding any other provision of this contract, the Seller shall not be under any obligation to deliver the Products under this Contract unless and until the full purchase price of the Products have been received by the Seller in its designated account.

14.7 Additional Clauses Applicable where Products are sold on CNF basis

14.7.1 The Seller shall at least three (3) Business Days before the estimated delivery date inform the Buyer of the particulars of the vessel in order for the Buyer to arrange for the requisite insurances. The Seller shall be under no obligation to give notice under Section 32(3) of the Act and the provisions of Section 32(2) and (3) of the Act shall not apply to this Contract nor any of the shipments.

14.7.2 The Buyer hereby agrees, undertakes and warrants that it shall effect insurances on the Products for its own account and at its own cost, on such terms and against such risks as may be reasonably expected for commodity such as the Products and the voyage undertaken.

14.8 Additional Clauses Applicable where Products are sold on CIF or CNF basis

14.8.1 The Seller shall inform the Buyer of the proposed carrying vessel’s particulars and the main terms of the charter party or other contract of carriage to be entered with shipowners or carrier for the Buyer’s approval, which approval shall not be unreasonably withheld.  The Buyer shall revert to the Seller with their approval or refusal or other comments within three (3) Business Days after the receipt of the relevant information from the Seller provided always that if the Buyer does not revert within the aforesaid period, the Buyer shall be deemed to have approved of the proposed carrying vessel and the terms of the charterparty or other contract of carriage and shall thereafter not be entitled to raise any objections thereto.  The Buyer shall at all times act in a reasonable manner and shall not raise any unreasonable objections to the proposed carrying vessel or the terms of the charter party or other contract of carriage.

14.8.2 The Seller shall be entitled to nominate another vessel in substitution for or of the proposed carrying vessel provided that the said substituted vessel complies with the requirements of this Contract.

14.8.3 Notice of readiness to discharge to be delivered during ordinary office hours (08:00 to 17:00 Monday to Friday and 08:00 to 12:00 Saturday, whether vessel in port or not (WIPON), whether in berth or not (WIBON), whether in free pratique or not (WIFPON), whether custom cleared or not (WCCON) and whether shipping documents have been presented to the Buyer/Buyer’s bank or not prior arrival of vessel.  Laytime at discharge port to begin at 14:00 hours if written or faxed notice of readiness is delivered to receivers and/or vessel’s agent before noon and at 08:00 hours next Business Day if written or faxed notice of readiness is tendered (as per above) after noon.  Laytime for discharging the Products shall be five (5) weather working days, Saturday and Sunday included (WWDSSHINC).

14.8.4 The Buyer shall make all arrangements for the unloading/discharge of the Products and ensure that all procedures for the clearance of the Products are made and complied with before the vessel berths at discharge port, and all costs, charges and expenses in connection with the unloading/discharge of the Products (save that expressly agreed herein to be paid by the Seller) shall be at the Buyer’s risk and for its account. In the event that the Buyer fails to comply with the above and vessel has to wait for discharge operations to start, the Buyer shall be liable for all costs and expenses incurred as a result of such delay and shall make all arrangements with the relevant authorities at discharge port.

14.8.5 The Buyer shall be liable for the payment of demurrage which shall be in addition to all other sums of monies payable by the Buyer under this Contract. Payment of demurrage shall be made by the Buyer within three (3) days after receipt by the Buyer of the Seller’s and/or carrier’s notice thereof.  Demurrage shall be paid at the rate and in accordance with the terms as stated or agreed in the charter party or contract of carriage for the shipment of the Products. Despatch (if any) shall be for the Seller’s sole account.

14.8.6 The Buyer agrees to be bound by and comply with the terms, conditions and provisions of any and every charter party, contract of affreightment and/or any other contract of carriage (collectively called the “charter party” which expression shall refer to any one or more or all of them as ) entered or to be entered into between the Seller and the shipowner/ carrier (as the case may be) for the carriage or shipment of the Products and agrees that in the event of any conflict or inconsistency between the terms and provisions hereof and that of the charter party, the terms, conditions and provisions of the charter party shall prevail.

15. Termination

15.1 Without prejudice to the provisions of Clause 15.2 or any of the Seller’s other rights and/or remedies, the Seller shall be entitled to cancel this Contract in respect of all or part only of the Products by giving seven (7) days’ notice to the Buyer without any liability of any nature whatsoever to the Buyer.

15.2 In the event that:-

the Buyer makes default or commits any breach of this Contract, any Other Contract and/or any of its obligations to the Seller;

the Buyer’s officers or employees or representatives (whether employees or otherwise) represents to the Seller orally or in writing that the Buyer is not able to pay or has difficulty in paying outstanding debts (whether the same be debts due to the Seller or otherwise);

the Buyer becomes insolvent or makes or threatens to make any assignment for the benefit of its creditors or enter into any arrangement or composition for the benefit of its creditors or (being an individual or firm) has a Statutory Demand presented against it or becomes bankrupt or (being a company) goes into liquidation or has an application presented or resolution passed for winding up or judicial management whether voluntary or compulsory (otherwise than for the purposes of amalgamation or reconstruction);

an encumbrancer takes possession, or a receiver or judicial manager is appointed, of any of the Buyer’s business or any undertaking, property or assets of the Buyer;

anything analogous to any of the events described in paragraphs (c) or (d) happens to or in relation to the Buyer in any jurisdiction;

the Buyer ceases, or threatens to cease, to carry on business;

there is a Change of Control of the Buyer; or

the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer,

then, without prejudice and in addition to any other right or remedy available to the Seller, the Seller shall be entitled to cancel this Contract with immediate effect or suspend any further deliveries under this Contract and/or any Other Contract without any liability to the Buyer, and if the Products and/or any other goods under any Other Contract have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

15.3 Subject to Clause 15.4, a Change of Control shall occur for the purposes of these Terms and Conditions where:-

(a) a person acquires Control of the Buyer where no person previously had Control of the Buyer; or

(b) the ultimate parent company of the Buyer ceases to have Control of the Buyer; or

(c) a person acquires Control of the ultimate parent company of the Buyer; or

(d) a person who is not under the Control of the ultimate parent company of the Buyer acquires Control of the Buyer.

15.4 For the purposes of these Terms and Conditions, Control means, in relation to any company, having legal and beneficial ownership of not less than fifty per cent (50%) of the voting rights attached to the issued share capital of that company.

16. Force Majeure

16.1 The Seller shall not be liable to the Buyer or be deemed to be in breach of this Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Products, if the delay or failure was or is due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of or in any manner limiting the foregoing, the following shall be included as causes beyond the Seller’s reasonable control:-

Act of God, explosion, flood, tempest, fire or accident;

war or threat of war, sabotage, insurrection, civil disturbance or requisition;

acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

import or export regulations or embargoes;

stop-orders issued by any governmental authority, agency or body;

strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);

any restriction on or loss of the Seller’s licence or authorisation to collect, process, store, sell and/or howsoever deal with the Products (or any of them);

difficulties in obtaining raw materials, labour, fuel, parts or machinery;

power failure, power curtailment or breakdown in machinery;

any interruption in or to the Seller’s business howsoever caused; and/or

in the event that the Seller obtains the Products (or any part or component thereof) from any third party (whether or not the third party is part of the Seller’s Group), any delay, failure and/or inability of the Seller to perform any of its obligations under this Contract and/or in relation to the Products by reason and/or as a result of any delay, failure and/or inability of any third party to collect, manufacture and/or supply the Products to the Seller for any reason whatsoever.

16.2 If the sale and/or delivery of the Products or any part thereof shall be delayed on account of any of the causes listed in the immediately preceding clause, the time for delivery shall be so extended until the operation of the cause(s) preventing delivery has ceased or, at the option of the Seller, this Contract may be terminated or cancelled either in full or, if this Contract has been partly performed, in respect of the unperformed portion thereof.  In the latter situation, the Buyer shall make payment to the Seller in respect of that portion of this Contract that has been performed.

16.3 The Seller reserves the right to increase the price charged for the Products (whether the price was originally determined by reference to the Seller’s prices or separately agreed in writing) if there is any increase in the costs incurred or to be incurred by the Seller in making the relevant supply due to factors which are beyond the control of the Seller. These factors include without limitation any increased taxes, duties, the making of any law, order, bye-law or other regulation and/or the occurrence of any currency fluctuation affecting the cost of any materials.

16.4 The Seller shall not be liable for any damage, loss, expense, claim or costs incurred by the Buyer or other party as a result of any termination or cancellation of this Contract by the Seller under Clause 16.2. Such termination shall be without prejudice to any right, obligation or liability which has accrued prior to the effective date of such termination. Shipments of the Products or any portion thereof, the delivery or acceptance of which has been prevented by any of the causes referred to in Clause 16.1, shall be deducted from the amount required to be delivered and received hereunder unless otherwise agreed.

17. Changes in Regulations

17.1 It is understood by the parties that the parties are entering into this Contract in reliance on the laws, rules, regulations, decrees, agreements, concessions and arrangements (hereinafter called “Regulations”) in effect on the date hereof with governments, government instrumentalities or public authorities affecting the Products sold hereunder including, but without limitation to the generality of the foregoing, those relating to the production, acquisition, gathering, manufacturing, transportation, storage, trading or delivery thereof, insofar as such Regulations affect the Seller.

17.2 In the event that at any time and from time to time during the term of this Contract any Regulations are changed or new Regulations become effective whether by law, decree or regulation or by response to the insistence or request of any governmental or public authority or any person purporting to act therefor, and the effect of such changed or new Regulations (a) is not covered by any other provision of these Terms and Conditions, and (b) has a material adverse economic effect upon either the Seller or the Buyer, then the Seller or the Buyer (as the case may be), shall have the option to request renegotiations of the prices or other pertinent terms provided for in these Terms and Conditions. Said option may be exercised by the relevant party at any time after such changed or new Regulation is promulgated, by written notice of desire to renegotiate, such notice to contain the new prices or terms desired by that party. If the parties do not agree upon new prices or terms within thirty (30) days after the relevant party has given such notice, the relevant party shall have the right to terminate this Contract at the end of the said thirty (30) day period.  Any Products lifted during such thirty (30) day period shall be sold and purchased at the price and on the terms applying hereunder without any adjustment in respect of the new or changed Regulations concerned.

18. Notices

18.1 Except where expressly stated otherwise, a notice, demand, request, statement, complaint, claim or other communication under or in connection with this Contract must be in writing in the English language and may be delivered at or sent by local prepaid registered post, by overseas courier or facsimile transmission and shall be deemed to be duly served:

if it is delivered by hand, at the time of delivery;

if it is sent by local prepaid registered post, forty-eight (48) hours after posting thereof, notwithstanding the fact that it may be returned through the post office undelivered;

if it is sent by overseas courier, five (5) Business Days after sending thereof, notwithstanding the fact that it may be returned undelivered; and

if it is sent by facsimile transmission before 5.00 p.m. (Singapore time), immediately after transmission thereof if transmitted error-free and the date of transmission is a Business Day, and if the transmission is received after 5.00 p.m. (Singapore time) or the date of transmission is not a Business Day, then the notice by facsimile transmission (if transmitted error-free) shall be deemed to be served on the next Business Day.

18.2 All notices, demands, requests, statements, complaints, claims and/ or other communications under or in connection with this Contract shall be sent to:-

the Seller, at the number and address set out below, or to such other number and/or address as the Seller may designate by notice in writing to the Buyer:-

Address : 8 Bulim Avenue, #05-02A, Innovate Building, Singapore 648166

Facsimile Number : 65-6513 3993

Attn : The Chief Executive Officer

the Buyer, at the Buyer’s registered address or such other address as the Buyer may designate by notice in writing to the Seller.

18.3 No notice given under or in connection with this Contract may be withdrawn or revoked except by notice given in accordance with this Clause.

18.4 Where this Contract is made by an agent acting for the Buyer then notice may be given either to the agent or to the Buyer at the option of the Seller.

19. Miscellaneous Provisions

19.1 The failure of either of the parties to enforce any of the provisions of this Contract at any time shall not be construed as a waiver of that provision unless specifically so notified by that party in writing which expressly states it is a waiver. No waiver of any breach of this Contract shall be held to be a waiver of any other breach or a continuing waiver of any further breach of this Contract.

19.2 The validity of the provisions of this Contract shall not be affected if any particular provision or provisions of this Contract is or are declared illegal, unenforceable, or contrary to law or public policy. If as a result of a specified declaration any of the rights or obligations of a party are materially affected, then the parties shall meet and negotiate in good faith in order to arrive at an amendment of the provision(s) of this Contract so affected, in such manner as will most closely and accurately reflect the intents and purposes of this Contract.

19.3 This Contract shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. The Buyer shall not assign all or any part of the benefit of, or any rights or benefits under, this Contract without the prior written consent of the Seller.

19.4 The Seller may at any time assign all or any part of the benefit of, or its rights or benefits under, this Contract. The Seller may at any time sub-contract or enter into any arrangement whereby another person is to perform any or all of its obligations under this Contract.

19.5 Nothing in this Contract and no action taken by the parties under this Contract shall constitute a partnership, association, joint venture or other co-operative entity between any of the parties.

19.6 Data supplied, whether personal or otherwise, by the Buyer and/or which relates to the Buyer’s account will be held and processed by computer or otherwise by the Seller to operate the Buyer’s account(s); to confirm, update and enhance the Seller’s customer records; for statistical analysis; to establish any identity or otherwise as required under applicable legislation; to assess the Buyer’s credit status on an ongoing basis; and otherwise as considered necessary or appropriate by the Seller. In each case the processing may continue after this Contract has ended. Alternatively, the Buyer may be requested to complete or fulfil other checks as may be necessary to satisfy credit assessments, money laundering or fraud detection requirements.

19.7 The Seller may disclose data relating to the Buyer and/or the Buyer’s account(s) (a) to a credit reference agency where it may be accessed by other financial institutions to assist assessment of any application for credit made to the Seller and for debt tracing and fraud prevention; (b) to any agent or sub-contractor of the Seller performing services in connection with the Buyer’s account; (c) to any member of the Seller’s Group or any other person to whom the Seller proposes to transfer any of its rights and/or duties under this Contract; (d) to any guarantor or person providing security in relation to the Buyer’s obligations under this Contract; (e) as required or permitted by law or any regulatory authority; and/or (f) as otherwise considered necessary or appropriate by the Seller.

19.8 Without prejudice to any other provisions for termination contained in these Terms and Conditions, all monies due and owing by the Buyer to the Seller shall become due and payable forthwith if the Seller discovers that any information provided by the Buyer to the Seller is materially inaccurate.

19.9 It is intended that the undertakings and obligations of the Buyer herein are taken by the Seller for its own benefit and also for the benefit of members of the Seller’s Group and, subject to the provisions of Clause 19.10, are intended to be enforceable by such parties by virtue of The Contracts (Rights of Third Parties) Act (Cap 53B).  Save as otherwise hereinbefore provided, no term or condition contained herein shall be enforceable, by virtue of the said Act, by any person who is not a party to this Contract.

19.10 Notwithstanding Clause 19.9 above, this Contract may be varied or terminated by the parties hereto without notice to or the consent of any third party.

In addition and without prejudice to the rights which the Seller may have under this Contract and/or any other rights of set-off and/or any similar express or implied rights under common law or equity, the Seller may at any time, without notice or demand as a continuous right, where the Buyer and/or any member of the Buyer’s Group has incurred any liability, whether prior to or under this Contract or otherwise, whether by way of a debt or otherwise, whether arising under the same transaction contemplated by this Contract or otherwise, whether by way of an indemnity and/or guarantee, whether such liability is liquidated or contingent (hereinafter referred to as the “Liability”), set-off or deduct such amount of the Liability against any sum that would otherwise be due to the Buyer under this Contract or otherwise.

The Buyer hereby expressly agrees that the Seller shall be entitled at any time and from time to time, without notice and as a continuous right, to set-off any monies owing by the Seller and/or any member of the Seller’s Group to the Buyer and/or any member of the Buyer’s Group from any monies owing by the Buyer to the Seller.

No exercise or failure to exercise or delay in exercising any right power or remedy vested in the Seller shall constitute a waiver by the Seller of that or any other right power or remedy. Any waiver by the Seller of a breach of any provision of this Contract shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof.

The Buyer undertakes that it shall at all times keep confidential (and shall procure that its employees and agents shall keep confidential) any confidential information which it may acquire hereunder and shall not use or disclose such information except with the consent of the Seller or in accordance with the order of a court of competent jurisdiction.

Without prejudice to any of the other terms, conditions or provisions of this Contract, it is hereby expressly agreed and declared that:-

if the Buyer and/or any member of the Buyer’s Group shall default in payment of any sums payable under any existing agreement or instrument or any agreement or instrument executed or from time to time executed between the Buyer and/or any member of the Buyer’s Group and the Seller and/or any member of the Seller’s Group or shall fail to observe or perform any of the other terms and conditions of the said agreements or instruments, then such default or failure shall constitute and be deemed to be a default by the Buyer under this Contract and thereafter the Seller shall have all the remedies specified herein; and

if the Buyer shall default in payment of any of the sums payable hereunder or shall fail to observe or perform any of the other terms and conditions of this Contract, then such default or failure shall constitute and be deemed to be a default by the Buyer and/or the Buyer’s Group under all other existing agreements or instruments made between the Buyer and/or the Buyer’s Group and the Seller and/or the Seller’s Group and the Seller and/or the respective members of the Seller’s Group shall have all the remedies specified in the said agreements or instruments without being liable in any way or manner whatsoever or howsoever to the Buyer or any member of the Buyer’s Group.

19.16 No provision of this Contract will be construed against or interpreted to the disadvantage of the Seller by reason only of the Seller having drafted or proposed such provision.

19.17 If this Contract is made by an agent acting for or on behalf of the Buyer, whether such agency is disclosed or undisclosed, then such agent shall be liable (as well as the Buyer) not only as agent but also as principal for the performance of all the obligations of the Buyer.

20. Governing Law and Jurisdiction

This Contract shall be governed by and construed in all respects in accordance with the laws of the Republic of Singapore.

The Buyer irrevocably agrees for the benefit of the Seller that any dispute arising out of or in connection with this Contract and these Terms and Conditions may, at the Seller’s sole and absolute discretion be resolved by the courts of the Republic of Singapore and the Buyer hereby irrevocably submits to the non-exclusive jurisdiction of such courts. The submission to such jurisdiction shall not (and shall not by construed so as to) limit or exclude the right of the Seller to take proceedings against the Buyer or any of its assets in any other jurisdiction as shall to the Seller seem fit, nor shall the taking of proceedings in any one or more other jurisdiction preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

The Buyer waives any objection it may now or hereafter have to the venue of any action or proceeding arising out of or in connection with this Contract in any jurisdiction and any claim it may now or hereafter have that any such legal action or proceeding has been brought in an inconvenient forum.

The Buyer irrevocably waives any immunity from suits and proceedings and from all forms of execution or attachment to which it and/or its property is now or may hereafter become entitled under the laws of any jurisdiction and declares that such waiver shall be effective to the fullest extent permitted by such laws.